Andrew J. Pitts

Cravath represented the underwriters in connection with the $1.73 billion registered common stock offering of LPL Financial Holdings Inc. (“LPL”), a holding company which, through its securities brokerage, offers investment advisory services and insurance brokerage services. Cravath also represented the underwriters in connection with LPL’s concurrent $1.5 billion senior notes offering. Proceeds of the offerings will be used to partially finance LPL’s acquisition of Commonwealth Financial Network. The transactions closed on April 2, 2025, and April 3, 2025, respectively.

Cravath represented the underwriters in connection with the $500 million fixed rate/floating rate senior notes offering of First Horizon Corporation, a holding company for First Horizon Bank that provides various financial services. The transaction closed on March 7, 2025.

Cravath represented ADT Inc. in connection with the $613.4 million registered secondary offering of common stock and share repurchase by certain entities managed by affiliates of Apollo Global Management, Inc. ADT Inc. is a leading provider of security, interactive, and smart home solutions. The transaction closed on March 4, 2025.

On March 17, 2025, PepsiCo, Inc. (“PepsiCo”) announced that it has entered into a definitive agreement to acquire poppi, a prebiotic soda brand, for $1.95 billion, including $300 million of anticipated cash tax benefits for a net purchase price of $1.65 billion. The transaction also includes an additional potential earnout consideration subject to the achievement of certain performance milestones within a specified period after closing of the transaction. Cravath is representing PepsiCo in connection with the transaction.

Cravath represented the underwriters in connection with the $1.25 billion registered senior notes offering of LPL Holdings, Inc., a holding company which, through its securities brokerage, offers investment advisory services and insurance brokerage services. The transaction closed on February 26, 2025.

On January 24, 2024, Cravath was featured by Law360 as a “Capital Markets Practice Group of the Year.” The profile highlighted the Capital Markets Practice’s representation of clients, including AngloGold Ashanti in its corporate restructuring and change to its domicile and primary listing location, the underwriters of L3Harris Technologies, Inc.’s $3.25 billion registered notes offering and the underwriter and the dealers of AmerisourceBergen’s $1.6 billion registered secondary common stock offering.

On May 18, 2023, Cravath prepared a memo for its clients entitled “SEC Amends Rules Requiring Disclosures of Issuer Share Repurchase and Rule 10b5‑1 Plans.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules on a number of disclosure requirements related to issuer share repurchases. The memo outlines key features of the new rules, the new tabular disclosures, the new narrative disclosures about issuer 10b5‑1 plans and issuer repurchases, and recommendations for companies. Cravath also published a tailored version of the memo for Foreign Private Issuers.

On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.